LF Centennial Limited v. Z-Line Designs, Inc. et al

Filing 58

ORDER: Granting Plaintiff's 46 Ex Parte Motion for Protective Order; (2) Determining Joint Motion for Determination of Discovery Dispute No. 1 and Granting in part and Denying in part Defendant's 57 Motion to Compel; (3) Determining Jo int Motion for Determination of Discovery Dispute No. 2 and Granting Plaintiff's 56 Motion to Compel. The court Grants LFCL's motion in full, and Orders Z-Line to fully respond to RFP Nos. 1-10 by 4/28/2017. Signed by Magistrate Judge Nita L. Stormes on 4/6/2017. (rlu)

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1 2 3 4 5 6 7 UNITED STATES DISTRICT COURT 8 SOUTHERN DISTRICT OF CALIFORNIA 9 10 11 14 15 ORDER: Plaintiff, 12 13 Case No.: 16cv929 JM (NLS) LF CENTENNIAL LIMITED, a British Virgin Islands corporation, v. (1) GRANTING PLAINTIFF’S EX PARTE MOTION FOR PROTECTIVE ORDER [Dkt. No. 46]; Z-LINE DESIGNS, INC., a Nevada corporation; and DOES 1-100, inclusive, Defendant. (2) DETERMINING JOINT MOTION FOR DETERMINATION OF DISCOVERY DISPUTE No. 1 AND GRANTING IN PART AND DENYING IN PART DEFENDANT’S MOTION TO COMPEL [Dkt. No. 57]; and 16 17 18 19 20 (3) DETERMINING JOINT MOTION FOR DETERMINATION OF DISCOVERY DISPUTE No. 2 AND GRANTING PLAINTIFF’S MOTION TO COMPEL [Dkt. No. 56]. 21 22 23 24 25 26 27 28 1 16cv929 JM (NLS) 1 The parties recently filed multiple discovery motions. First, plaintiff LF 2 Centennial, LTD (LFCL) filed a motion for protective order to preclude the deposition of 3 one of its in-house counsel, Bonita Leung. Defendant Z-Line Designs then filed a 4 competing ex parte motion to extend the discovery cutoff, and in it included substantive 5 arguments regarding a distinct discovery issue regarding requests for production (RFPs) 6 that Z-Line served on LFCL. The court ruled on the discovery extension, ordered further 7 briefing for the protective order, and ordered that Z-Line’s RFP issue be briefed 8 separately as “Joint Motion for Determination of Discovery Dispute No. 1.” 9 Meanwhile, before Joint Motion No. 1 was actually briefed, LFCL filed another 10 joint discovery motion regarding its own RFPs, which the court construes as “Joint 11 Motion for Determination of Discovery Dispute No. 2.” 12 13 I. Procedural History Relevant to All Motions. This is an action for breach of a licensing agreement that resulted from patent 14 litigation between the predecessor of LFCL and Z-Line. After a year of litigation the 15 parties entered into a licensing agreement (Agreement) dated July 26, 2013, where 16 LFCL’s predecessor Whalen Furniture Manufacturing, Inc. (WFM), along with LFCL, 17 granted a worldwide license to Z-Line to manufacture and sell TV stands covered by the 18 patents. Z-Line agreed to pay a 5% royalty on U.S. sales in return. Both LFCL and 19 WFM are named as parties to the Agreement because at the time it was entered into, 20 LFCL was in the process of purchasing WFM’s assets, including the subject patents. 21 Once that purchase was completed, LFCL asserted that the outstanding royalties were 22 owed exclusively to LFCL. LFCL now believes that Z-Line is not paying all royalties 23 and filed this action for breach of contract, breach of covenant of good faith and fair 24 dealing, and for an accounting. 25 Z-Line filed a motion to dismiss this action for lack of jurisdiction. It argued that 26 WFM is an indispensable third party under Rule 19 because WFM and LFCL are both 27 parties to the Agreement. Dkt. No. 35-1, p.7. Z-Line noted that WFM’s joinder would 28 destroy diversity, which would require a remand of this action to state court based on lack 2 16cv929 JM (NLS) 1 of diversity jurisdiction. LFCL countered that although WFM was initially a party to the 2 Agreement, WFM’s rights terminated when LFCL purchased its assets, including the 3 patents at issue. 4 5 The district judge found that LFCL made an evidentiary showing of a valid transfer of all assets from WFM to LFCL: 6 In response to Z-Line’s challenge to the validity of the WFM assignments, LFCL comes forward with the declaration of Bonita Leung, Sr. Legal Counsel for LFCL, who submits a copy of the U.S. Patent and Trademark Office’s January 30, 2014 Notice of Recordation of Assignment, showing that assignor WFM assigned Patent Nos. ‘311 and ‘485 to assignee LFCL. The declaration also establishes that, in May 2013, LFCL purchased all other assets of WFM. 7 8 9 10 11 12 Nov. 30, 2016 Order, Dkt. No. 41, p.3. The court found that Z-Line failed to overcome 13 LFCL’s evidentiary showing and noted that a valid assignment would negate Z-Line’s 14 Rule 19 arguments. Id. at pp.3-4. It denied the motion to dismiss without prejudice to Z- 15 Line refiling it, if Z-Line ever discovered a valid basis to challenge the assignment of the 16 patents. Id. at p.4. 17 18 19 20 21 22 23 II. Legal Standard. Parties can obtain discovery of non-privileged information so long as it is relevant to any party’s claim or defense and proportional to the needs of the case, considering the importance of the issues at stake in the action, the amount in controversy, the parties’ relative access to relevant information, the parties’ resources, the importance of the discovery in resolving the issues, and whether the burden or expense of the proposed discovery outweighs its likely benefit. 24 25 Fed. R. Civ. P. 26(b)(1). Discoverable information need not be admissible. Id. Once the 26 propounding party establishes that the request seeks relevant information, “[t]he party 27 who resists discovery has the burden to show discovery should not be allowed, and has 28 the burden of clarifying, explaining, and supporting its objections.” Superior Commc'ns 3 16cv929 JM (NLS) 1 v. Earhugger, Inc., 257 F.R.D. 215, 217 (C.D.Cal.2009); see Blankenship v. Hearst 2 Corp., 519 F.2d 418, 429 (9th Cir.1975) (requiring defendants “to carry heavy burden of 3 showing why discovery was denied”). 4 III. 5 6 Plaintiff’s Motion for Protective Order. A. Discovery at Issue. In discovery Z-Line noticed a Rule 30(b)(6) deposition to depose LFCL’s person 7 most knowledgeable (PMK). Z-Line thought that Bonita Leung, the in-house counsel 8 who supported LFCL’s opposition to the motion to dismiss with a declaration, would be 9 the Rule 30(b)(6) witness. When Z-Line learned that the PMK witness would not be Ms. 10 Leung, Z-Line noticed Leung’s personal deposition. Both the PMK and Leung 11 deposition notices contain 22 identical categories of documents that each witness must 12 produce at deposition. In the notice for the PMK deposition, Z-Line explains that it 13 designated “21 subject areas, almost all of which directly related to the statements made 14 in the Leung Declaration.” Opp’n to Mtn. for P.O., p.4. 15 LFCL filed a motion for protective order to prevent the deposition of Bonita Leung 16 that was noticed for March 15, 2017. This court vacated the March depositions of Ms. 17 Leung and the PMK pending further briefing on the motion for protective order. Dkt. 18 No. 52. 19 20 B. Discussion and Order. LFCL argues that good cause exists to prevent Ms. Leung’s deposition because she 21 would (1) have to travel over 7,000 miles from where she lives and works in Hong Kong 22 to attend the deposition; and (2) simply provide the same documents and information that 23 are available from the Rule 30(b)(6) witness. Z-Line counters that since the court relied 24 on Ms. Leung’s declaration to show a valid transfer of assets from WFM to LFCL, Z- 25 Line should be allowed to depose Ms. Leung. It also argues that by filing a declaration, 26 Ms. Leung made herself a percipient witness in this case, and they believe she “is thus the 27 person most qualified to opine…particularly given that her statements form the basis of 28 the Court’s order on Z-Line’s motion to dismiss.” Opp’n to Mtn. for P.O., p.6. 4 16cv929 JM (NLS) 1 For good cause, a court may “issue an order to protect a party from annoyance, 2 embarrassment, oppression, or undue burden or expense[,]” including prohibiting or 3 limiting a deposition. Fed. R. Civ. P. 26(c)(1)(A). When seeking to prohibit the 4 deposition of a company representative, other considerations apply: 5 6 7 8 9 When a party seeks the deposition of a high-level executive (a so-called “apex” deposition), courts have “observed that such discovery creates a tremendous potential for abuse or harassment.” The court therefore has discretion to limit discovery where the discovery sought “can be obtained from some other source that is more convenient, less burdensome, or less expensive.” 10 11 Apple Inc. v. Samsung Electronics Co., Ltd., 282 F.R.D. 259, 262-263 (N.D. Cal. 2012) 12 (citations omitted). When deciding whether an “apex deposition” should go forward, 13 courts look at “(1) whether the deponent has unique first-hand, non-repetitive knowledge 14 of the facts at issue in the case and (2) whether the party seeking the deposition has 15 exhausted other less intrusive discovery methods.” Id. at 263 (citations omitted). The 16 party opposing the deposition carries a heavy burden, so “it is very unusual ‘for a court to 17 prohibit the taking of a deposition altogether absent extraordinary circumstances.’” Id. 18 Further, “‘[w]hen a witness has personal knowledge of facts relevant to the lawsuit, even 19 a corporate president or CEO is subject to deposition.’ ‘A claimed lack of knowledge, by 20 itself it is insufficient to preclude a deposition.’” Id. 21 The court sees the test for ordering an “apex” deposition as useful to determine 22 whether in-house counsel Leung should be deposed in addition to the PMK. First, there 23 is no showing that Ms. Leung has any unique, first-hand information that she can add to 24 the PMK topics. Initially, Z-Line noticed the PMK deposition. Only when it learned that 25 Ms. Leung would not be the PMK it then noticed her deposition on topics identical to 26 those in the PMK notice. But LFCL has the right to designate its own PMK. See Fed. R. 27 Civ. Proc. 30(b)(6) (stating the noticed organization must “designate one or more 28 officers… [who] must testify about information known or reasonably available to the 5 16cv929 JM (NLS) 1 organization”). Further, Ms. Leung’s deposition appears repetitive because it covers the 2 same information addressed in the PMK deposition, and the PMK deposition is a less 3 intrusive discovery method for this same information. Because a PMK “deponent need 4 not have personal knowledge of the designated subject matter[,]” F.C.C. v. Mizuho Medy 5 Co. Ltd., 257 F.R.D. 679, 681 (S.D. Cal. 2009) (citation omitted) (Stormes, J.), there is no 6 reason to believe that the PMK will not adequately testify to the matters noticed in either 7 deposition notice. 8 Considered altogether, the court finds that LFCL has carried its heavy burden to 9 show that a protective order is needed to prevent Ms. Leung’s deposition, as allowing it 10 would pose an undue burden and expense on LFCL and Ms. Leung that would outweigh 11 the duplicative testimony Ms. Leung would provide. See In re Google Litigation, 2011 12 WL 4985279, at *2 (N.D. Cal. Oct. 19, 2011) (denying deposition of Google’s President 13 because party seeking the deposition did not show “that [Google President] has unique 14 and first-hand knowledge of the facts of this case, or that [it] has exhausted other less 15 intrusive methods of discovery”). Accordingly, the court GRANTS LFCL’s motion for 16 protective order. Z-Line must conduct the deposition of LFCL’s designated PMK by 17 May 8, 2017. 18 19 C. Joint Motion for Discovery Dispute No. 1. In this discovery dispute, Z-Line seeks to compel further responses to two 20 categories of RFPs it propounded to LFCL: (1) documents that would establish whether 21 the Asset Purchase Agreement (APA) in fact conveyed all of WFM’s assets to LFCL and 22 whether adequate consideration supports the conveyance (RFP Nos. 1-4, 6, 10-11); and 23 (2) documents that explain the relationship among Whalen LLC on the one hand, and 24 WFM and LFCL on the other (RFP Nos. 12-16, 20-22), including the direction of the 25 payment of royalties (RFP Nos. 17-18). 26 A. Conveyance of Assets to LFCL. 27 Z-Line asked for this information in the RFPs: the APA (No. 1), closing date of 28 the APA (No. 2), date APA was signed (No. 3), identification of parties who signed the 6 16cv929 JM (NLS) 1 APA (No. 4), consideration paid for the patents (No. 6), which assets were purchased by 2 LFCL (No. 10), and consideration paid for purchase of the other assets (No. 11). LFCL 3 produced heavily redacted copies of the 151-page APA and Trademark and Patent 4 Assignment (TPA). Z-Line complains that information that identified the assets 5 transferred, the amount of the consideration, and the identities of the signing parties was 6 all redacted. Z-Line argues it needs this information so it can review whether LFCL 7 actually purchased all of WFM’s assets for reasonable consideration and if WFM 8 forwards all royalties to LFCL. Z-Line says this information will help it determine 9 whether it has a valid basis to challenge the validity of the assignments, which goes to the 10 issue of diversity jurisdiction. LFCL argues that the RFPs are overbroad. For example, 11 in RFP No. 10, Z-Line asks for “documents and communications sufficient to 12 demonstrate which assets of WFM were purchased by LFCL.” LFCL argues that the 13 only WFM assets relevant in this case are the ‘311 patent and the ‘485 patent. 14 The U.S. Patent and Trademark Office’s Notice of Recordation of Assignment, 15 dated January 30, 2014, shows that WFM assigned Patent Nos. ‘311 and ‘485 to assignee 16 LFCL, with an effective date of May 31, 2013. See Leung Decl., Dkt. No. 38-1, Ex. 1. 17 Less than two weeks after the assignment was recorded, Peter Attisha of LFCL sent a 18 letter to Z-Line on February 11, 2014, asking it to continue its royalty payments to WFM, 19 as “100% of those payments are then passed through to LFCL. None of these royalties 20 are retained by WFM.” Attisha Decl. ¶ 4, Dkt. No. 38-3. Apparently LFCL wishes to 21 keep this arrangement for administrative purposes, as its principal place of business is in 22 the British Virgin Islands and it has no bank accounts in the United States, only in 23 Macau. Leung Decl. ¶ 9, Dkt. No. 38-1. 24 The court finds that LFCL need not produce an entirely un-redacted version of the 25 APA under RFP No. 1. It need only produce the relevant parts as requested in RFP Nos. 26 2-4 and 6. That information is relevant because it pertains to the question of whether 27 there was a bona fide transfer of the patents that are subject to the royalties. In its initial 28 response LFCL said it would produce this information, yet in the production redacted the 7 16cv929 JM (NLS) 1 identities of the signatories and the date of signature. Because the information sought is 2 relevant and WFM offered to produce it, the court GRANTS in part Z-Line’s motion 3 and orders LFCL to provide further responses to RFP Nos. 2-4 and 6 by April 21, 2017. 4 This information can be produced subject to the protective order. 5 The court DENIES in part Z-Line’s motion with respect to RFP Nos. 10 and 11, 6 since the transfer of any other assets would not be relevant to royalties at issue in this 7 litigation. Whether WFM retained certain assets or transferred additional assets to LFCL 8 will have no bearing on the amount of royalties Z-Line owes on the ‘311 and ‘485 patents 9 under the Agreement. 10 B. Relationship Among Whalen LLC, WFM and LFCL. 11 The parties did not provide any background as to Whalen, LLC and why Z-Line 12 seeks information about it. So the court reviewed LFCL’s opposition to the motion to 13 dismiss, where it explained that Whalen, LLC was created after the APA was executed, 14 and that it and LFCL are wholly owned subsidiaries of Li & Fung Limited. Leung Decl. 15 ¶ 8, Dkt. No. 38-1. Bonita Leung asked Z-Line to direct any communications relating to 16 the audit to Ken Whalen of Whalen LLC, which “was done merely for Z-Line’s 17 convenience and to reduce the parties’ administrative burden in negotiating with respect 18 to the Agreement and LFCL’s requested audit.” Id. ¶ 10. 19 1. Whalen LLC Formation. 20 Z-Line asked for Whalen LLC’s articles of incorporation (No. 12), where they 21 were filed (No. 13), the filing and annual fees paid (No. 14), the required reports prepared 22 (No. 15), identities of Whalen’s members (No. 16), the financial status of Whalen (No. 23 20), its franchise tax reports (No. 21) and all annual management reports provided to 24 investors (No. 22). LFCL responded that it is an entity distinct from Whalen, has no 25 control over Whalen, and thus has no responsive documents in its possession. 26 As Ms. Leung explained in her declaration, Whalen LLC and LFCL are members 27 of the same corporate family because they are each wholly owned subsidiaries of Li & 28 Fung. Leung Decl. ¶ 10, Dkt. No. 38-1. At this point there is not enough information 8 16cv929 JM (NLS) 1 before the court to indicate that LFCL exercises any control over Whalen LLC. The 2 court therefore DENIES Z-Line’s motion to compel further responses to Whalen LLC. 3 This denial is without prejudice to Z-Line seeking third-party discovery from Whalen 4 LLC. Any third-party subpoena regarding this information must be served by April 21, 5 2017. 6 7 2. Payment of Royalties. Z-Line requested all correspondence between WFM and LFCL pertaining to the 8 royalties to be paid by Z-Line (No. 17) and documents that show WFM has forwarded to 9 LFCL all royalty payments (No. 18). In response to both RFPs, LFCL produced a one- 10 11 12 13 14 15 16 17 18 19 page letter dated “July __, 2016” that states: This letter is to confirm our agreement that in the event that Whalen furniture manufacturing, Inc. ("WFM") receives any royalty payments from Z-Line Designs, Inc. in connection with the above-mentioned License Agreement, WFM will immediately deliver such payments to LF Centennial Limited ("LF Centennial"). Furthermore, WFM acknowledges that as a result of WFM's assignment of the 8,079,311 and 8,191,485 patents to LF Centennial, WFM has no rights to, or interest in, any royalty payments relating to the License Agreement or any other benefits of the License Agreement. WFM acknowledges that all such rights and interests belong to LF Centennial. The letter is signed by Alba Wylie, WFM’s Secretary. 20 Z-Line argues it is entitled to see all correspondence regarding the royalty 21 payments so it can verify whether the “administrative business reasons” proffered for 22 having WFM work as a “servicer” for the payments is corroborated by the actual 23 communications between WFM and LFCL. LFCL argues that the request for “all 24 correspondence” is overbroad because it would call for documents not related to WFM’s 25 assignment of rights to the patents. 26 The court finds that RFP Nos. 17 and 18 seek relevant information as to the 27 payment of royalties specific to the patents, and the request cannot be overly burdensome 28 as Z-Line represents that it has made less than 20 royalty payments. To the extent the 9 16cv929 JM (NLS) 1 RFPs may be construed as going beyond the scope of the patents, the court narrows them 2 to only those royalty payments made under the Agreement. Thus, the court GRANTS in 3 part Z-Line’s motion to compel, and orders LFCL to produce by April 28, 2017 “All 4 correspondence between WFM and LFCL pertaining to the royalties to be paid by Z-Line 5 pursuant to the Settlement Agreement” (No. 17) and “Documents sufficient to show that 6 WFM has forwarded to LFCL all royalty payments sent to WFM by Z-Line pursuant to 7 the Settlement Agreement” (No. 18, as modified). While WFM’s Secretary’s letter may 8 show that WFM does not have any rights to the royalties paid by Z-Line, under Rule 16 9 the discovery sought is relevant and LFCL has not met its burden to show it is overly 10 burdensome to produce. See Earhugger, 257 F.R.D. at 217. 11 D. Joint Motion for Discovery Dispute No. 2. 12 A. The Licensing Agreement. 13 In this discovery motion LFCL seeks financial information necessary to determine 14 whether Z-Line has paid sufficient royalties under the Agreement. Before LFCL filed 15 this suit, it sent a letter to Z-Line asking for an audit to cover the six quarters from July 16 26, 2013 to December 31, 2014. Dalton Decl. Ex. 2. The letter also asked Z-Line to 17 identify the number of licensed products sold when submitting a royalty payment per the 18 Agreement, which the Agreement requires and which Z-Line had never done. Id. Z-Line 19 responded that it need only provide a report identifying the number of licensed products 20 sold during the preceding quarter; it also said that it had “been supplying the dollar value 21 of products sold in order to allow you to calculate the royalty [and it would] no longer 22 provide the dollar value and only provide the number of products sold.” Dalton Decl. Ex. 23 3. Z-Line also objected to the six-quarter audit, arguing that because the Agreement 24 called for only annual audits, the audit term was limited to four quarters, and not six. Id. 25 The Agreement calls for the following action: 26 /// 27 /// 28 /// 10 16cv929 JM (NLS) 1 2 3 4 5 6 7 8 9 3.1. [WFM and LFCL, collectively] Whalen hereby grants ZLine…a nonexclusive worldwide license to …the Accused Products. Z-Line agrees to pay Whalen a per Licensed Product royalty of five percent (5%) based on the net sales amount…said royalty to be paid quarterly to Whalen and provided with a report identifying the number of Licensed Products sold during the preceding quarter. 3.2 Any audits to verify the amounts of the royalty payments will be conducted annually by an agreed upon third party accounting firm to be paid by Whalen. Dalton Decl., Ex. 1 (emphasis added). To date, Z-Line has not allowed an audit nor has it 10 provided information sufficient to allow LFCL to verify the amounts of royalty 11 payments. 12 B. Discovery At Issue. 13 LFCL served RFPs on Z-Line on September 29, 2016 asking for specific financial 14 documents, as those documents are defined in the Agreement. They include all 15 documents regarding the licensed products that reflect sales (No. 1), revenue (No. 2), 16 allowances and credits (No. 3), tax and shipping charges or returns (No. 4), net sales 17 amount (No. 5), and communications pertaining to those categories of documents (Nos. 18 6-10). Z-Line did not serve its responses until January 3, 2017. It stated general 19 objections to the RFPs but also said—in response to each one—that it would “produce 20 documents sufficient to show” the information requested. Z-Line then produced the 21 actual documents on February 10, 2017. But it did not include any source documents 22 such as purchase orders, invoices or other documents relevant to sales, revenues or the 23 net sales amounts for the licensed products. Instead, Z-Line produced a 5800 line 24 spreadsheet that refers to all of its products without identifying the licensed products 25 subject to the Agreement. 26 C. Timeliness. 27 Z-Line argues that this motion is late under this chambers’ 45-day rule because Z- 28 Line served its initial response to the September 29, 2016 RFPs on January 3, 2017. But 11 16cv929 JM (NLS) 1 no dispute arose on that date because Z-Line said it would produce documents response 2 to each RFP. The actual document production occurred on February 10, 2017, which was 3 the first indication to LFCL that the responses were insufficient. February 10 thus 4 constitutes the day the dispute arose. This motion was filed 35 days later on March 17, 5 well within the 45-day time limit. For Z-Line to argue that this motion is late when it 6 produced the actual documents 38 days after its initial response is disingenuous. The 7 court overrules Z-Line’s timeliness objection. 8 D. Discussion. 9 LFCL requested financial documents related only to the sales of the licensed 10 products covered under the Agreement. In response, Z-Line produced a QuickBooks 11 spreadsheet, “which contains a listing of all Z-Line products sold domestically within the 12 relevant time period, not just the sale of the products which are addressed by the 13 Settlement and License Agreement at issue here.” Jt. Mtn., p.12 (emphasis in original). 14 Z-Line also offers to produce additional reports generated by its Quickbooks application. 15 It says it cannot produce the source documents themselves because it sells hundreds of 16 products in large volumes, and the invoices reflecting these sales would be voluminous. 17 Z-Line also argues that LFCL could have authenticated the spreadsheet information at the 18 Rule 30(b)(6) deposition it took of its CFO on March 15, 2017. 19 At issue in this case are LFCL’s claims for breach of the Agreement and breach of 20 covenant of good faith and fair dealing, and request for an accounting. All these claims 21 are based on a single issue: whether Z-Line paid adequate royalties to LFCL under the 22 Agreement. LFCL propounded 10 narrowly tailored RFPs that are specifically tied to the 23 language in the Agreement. The financial information sought regarding sales, revenue, 24 allowances and credits, tax and shipping charges or returns, net sales amount and the 25 associated communications are all relevant to the requested accounting for the royalty 26 payments and whether Z-Line breached the Agreement and covenant of good faith and 27 fair dealing. Z-Line’s primary resistance to this discovery is that to produce it would be 28 overly burdensome. 12 16cv929 JM (NLS) 1 But Z-Line’s complaints of burden do not ring true when Z-Line already 2 contractually obligated itself to make this information available to a third-party auditor, 3 and also agreed to provide to LFCL “a report identifying the number of Licensed 4 Products sold during the preceding quarter.” Dalton Decl. Ex. 1, § 3.1. Further, while Z- 5 Line says the collection of source documents would be burdensome because it “sells 6 hundreds of products which it sells in large volumes,” LFCL seeks information that 7 relates only to the products subject to the license. See Jt. Mtn., p.13. For Z-Line to have 8 produced a 5800-line document that includes sales information for all its products— 9 without any information to identify the actual products subject to the license—is not 10 responsive to any of the RFPs, and does nothing to promote the resolution of this lawsuit. 11 Finally, it would have been inefficient for LFCL to question the CFO on 5800 lines of 12 products, without knowing which of those products were actually subject to the license. 13 The court overrules Z-Line’s objections based on undue burden because it failed to 14 carry its burden of showing why discovery of this highly relevant information should be 15 denied. See Earhugger, 257 F.R.D. at 217. The court GRANTS LFCL’s motion in full, 16 and ORDERS Z-Line to fully respond to RFP Nos. 1-10 by April 28, 2017. 17 18 IT IS SO ORDERED. Dated: April 6, 2017 19 20 21 22 23 24 25 26 27 28 13 16cv929 JM (NLS)

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